NOTICE: This opinion is subject to motions
for rehearing under Rule 22 as well as formal revision before publication in the
New Hampshire Reports. Readers are requested to notify the Clerk/Reporter,
Supreme Court of New Hampshire, Supreme Court Building, Concord, New Hampshire
03301, of any errors in order that corrections may be made before the opinion
goes to press. Opinions are available on the Internet by 9:00 a.m. on the
morning of their release. The direct address of the court's home page is:
http://www.state.nh.us/courts/supreme.htm

Dean, Rice & Howard, P.A., of Manchester (Mark W. Dean on
the brief and orally), for the New Hampshire Electric Cooperative, Inc.

JOHNSON, J. The petitioner, Ashland Electric Department, (Ashland) appeals an
order by the New Hampshire Public Utilities Commission (PUC) denying Ashland's
request for a declaratory ruling that it may expand its distribution facilities
within the Town of Ashland (town) without the PUC's authorization and requiring
Ashland to follow the administrative procedures set forth in RSA chapter 38
before undertaking that expansion. We affirm.

The following findings of fact by the PUC are uncontroverted. See RSA
541:13 (1974); Appeal of Public Service Company of New Hampshire, 141
N.H. ___, ___, 676 A.2d 101, 103 (1996) (findings of fact by the PUC are
presumed lawful and reasonable). Ashland is a municipal electric utility,
cf. RSA 362:2 (1995), whose service territory includes most of the town.
New Hampshire Electric Cooperative, Inc. (NHEC) is a rural electric cooperative,
see RSA ch. 301, whose franchise area includes portions of the town not
currently serviced by Ashland. The town decided to expand Ashland's service area
to customers of NHEC residing along North Ashland Road. In March 1993, the
Ashland Board of Selectmen, pursuant to RSA 38:6 (1988), notified NHEC that it
had voted to acquire NHEC's transmission lines, utility poles and other
equipment (the distribution plant) along North Ashland Road. See RSA 38:5
(1988). NHEC responded that it was unwilling to sell the North Ashland Road
distribution plant. See RSA 38:7 (1988). Although authorized to do so by
RSA 38:10 (1988), the town chose not to take NHEC's North Ashland Road
distribution plant by eminent domain. Instead, it decided to construct its own
distribution plant to service the North Ashland Road area.

Ashland petitioned the PUC for a declaratory ruling that neither RSA chapter
38 nor RSA 364:1 (1995) require it to obtain PUC approval before expanding its
service area within town limits. NHEC objected and, after a hearing, the PUC
denied Ashland's request for a declaratory ruling. Further, the PUC mandated
that Ashland follow the procedures set forth in RSA chapter 38 before continuing
with the proposed expansion. Ashland filed a motion for rehearing which was
denied, and this appeal followed.

The essence of the dispute is whether, or to what extent, Ashland must comply
with RSA chapter 38 in order to construct additional distribution plant on North
Ashland Road. Both parties agree that chapter 38 applies to the acquisition of
existing facilities or the construction of an entirely new municipal electric
system. The parties disagree, however, about whether RSA chapter 38 applies in
the instant situation; namely, when an existing municipal utility wants to
construct parallel lines and distribution facilities within its corporate limits
that will operate in addition to the existing poles and wires owned by a
public utility.

Any municipality may take, purchase, lease, or otherwise acquire
and maintain and operate in accordance with the provisions of this chapter,
one or more suitable plants for the manufacture and distribution of gas,
electricity, . . . for the use of its inhabitants and others, and for such
other purposes as may be permitted, authorized, or directed by the commission;
. . . and may . . . erect poles, place wires, and lay pipes for the
transmission and distribution of electricity, . . . in such places as may be
deemed necessary and proper; and may change, enlarge, and extend the same from
time to time when the municipality shall deem necessary . . . .

The
PUC ruled that while RSA 38:3 provides "explicit authorization for certain
actions by a municipal utility, including placing poles and wires, . . . [there
is] no express authority for a municipality to construct electric plant within a
franchised utility's service area without Commission authorization."
SeePublic Serv. Co. v. Town of Hampton, 120 N.H. 68, 71,
411 A.2d 164, 166 (1980) (towns have only those powers that are expressly or
impliedly granted to them by the legislature). The PUC further reasoned that
because "RSA [c]hapter 38 delineates a comprehensive process by which a
municipal utility may acquire or establish plant for the manufacture and
distribution of electricity," RSA 38:3 must be read in conjunction with the rest
of the statute. The PUC, in denying Ashland's request for a declaratory ruling,
relied on RSA 38:10, which states that where a public utility refuses to sell
its plant or fails to reply to the municipality's notice under RSA 38:6, "the
municipality, . . . after the commission upon proper notice and hearing has
determined that it is for the public interest so to do, may construct a
municipal plant or may take such private plant and property by condemnation."
(Emphasis added.)

The standard of review of a PUC order is clear. "A party seeking to set aside
or vacate an order of the PUC has the burden of demonstrating that the order is
contrary to law or, by a clear preponderance of the evidence, that the order is
unjust or unreasonable." Appeal of Public Service Company of New
Hampshire, 141 N.H. at ___, 676 A.2d at 103; see RSA 541:13 (1974).

Ashland argues that the PUC's interpretation of RSA chapter 38 is erroneous
as a matter of law because RSA 38:3 expressly grants municipal utilities broad
powers to expand within their corporate limits. Ashland states that a plain
reading of the phrase "may . . . erect poles, place wires . . . as may be deemed
necessary and proper; and may change, enlarge, and extend the same . . . when
the municipality shall deem necessary" grants it the authority to expand its
existing distribution plant onto North Ashland Road without PUC approval.

NHEC responds that RSA 38:3, and in particular the phrase "any municipality
may take, purchase, lease, or otherwise acquire and maintain and operate [plant]
in accordance with the provisions of this chapter," is merely a general grant of
power subject to the limitations expressed in the rest of the chapter, including
RSA 38:10. NHEC further asserts that the grant of power to "erect poles" and
"place wires" in order to "enlarge, and extend the same" applies only to
expansion within the municipal utility's existing service area. Ashland's
interpretation of the statute, NHEC argues, is clearly contrary to the intent
and purpose of RSA chapter 38.

We interpret statutes "not in isolation, but in the context of the overall
statutory scheme." State v. Farrow, 140 N.H. 473, 475, 667 A.2d 1029,
1031 (1995). Where statutory language is ambiguous, as in this case, we examine
the statute's overall objective, and give substantial deference to the
interpretation of those charged with its administration. N.H. Retirement
System v. Sununu, 126 N.H. 104, 108, 489 A.2d 615, 618 (1985). The PUC ruled
that the purpose of RSA chapter 38 was to discourage the construction of
redundant utility lines. A fair reading of RSA 38:3 in conjunction with RSA
38:10 leads us to agree with the PUC that a municipal utility is empowered to
expand within its existing, unserved, service area without PUC approval, but
construction of distribution lines in territory served by a public utility may
only take place after the municipality has followed the procedures set forth in
RSA chapter 38. The statute sets forth in great detail the procedures a
municipal utility must follow before acquiring or constructing "a plant." The
enabling language of RSA 38:3 states that such activities must be undertaken "in
accordance with the provisions of this chapter."

As the facts of this case make clear, Ashland's interpretation of the statute
would allow a municipal utility, which, after following the process mandated in
RSA chapter 38, is unsuccessful in its bid to acquire plant from an existing
utility, to later bypass the entire statutory procedure. Because "[i]t is not to
be presumed that the legislature would pass an act leading to an absurd result
and nullifying to an appreciable extent the purpose of the statute," State v.
Kay, 115 N.H. 696, 698, 350 A.2d 336, 338 (1975), Ashland's interpretation
cannot stand.

Ashland also argues that the PUC's ruling "follows from its mistaken view
that RSA 38 delineates a comprehensive process for acquisition or establishment
of electric plant," because the "comprehensive process under RSA 38 is triggered
only in the event of a vote taken as required by RSA 38:5." The relevant
statute, RSA 38:5 states that "[a]ny town . . . may acquire or establish such a
plant" only after voter approval at either the annual town meeting or a special
town meeting. Ashland, relying on the dictionary definitions of isolated words
within RSA 38:5, argues that it is inapplicable here, where the utility wants to
"expand" its distribution plant (as opposed to "acquire or establish") by
erecting poles and wire into a new service territory encompassed within town
lines. Therefore, Ashland argues, because RSA 38:5 does not apply, Ashland is
not subject to the requirements of the remainder of RSA chapter 38, in
particular RSA 38:10.

It is true that we first look to the plain and ordinary meaning of words to
interpret our statutes. See RSA 21:2; Opinion of the Justices (Solid
Waste Disposal), 135 N.H. 543, 545, 608 A.2d 870, 872 (1992). However, as
Judge Learned Hand noted a half century ago, "it is one of the surest indexes of
a mature and developed jurisprudence not to make a fortress out of the
dictionary; but to remember that statutes always have some purpose or object to
accomplish." Cabell v. Markham, 148 F.2d 737, 739 (2d Cir.),
aff'd, 326 U.S. 404 (1945). Therefore, while we give undefined language
its plain and ordinary meaning, "we must keep in mind the intent of the
legislation, which is determined by examining the construction of the statute as
a whole, and not simply by examining isolated words and phrases found therein."
N.H. Div. of Human Services v. Hahn, 133 N.H. 776, 778, 584 A.2d
775, 776 (1990).

It is clear from RSA 38:5 that the voting process described therein does not
trigger further action, but is itself part of a process delineated in earlier
sections of the statute. RSA 38:5 refers to establishing or acquiring "such a
plant," which we read as a reference to the enabling language of RSA 38:3.

Ashland also asserts that because RSA 374:3 (1995) states that the PUC has
general supervisory powers over "all public utilities," Ashland, as a municipal
utility, is not subject to the jurisdiction of the PUC with regard to activities
within town limits. This argument, however, ignores the well-established rule of
statutory construction that "[w]hen interpreting two statutes which deal with a
similar subject matter, we will construe them so that they do not contradict
each other, and so that they will . . . effectuate the legislative purpose of
the statute." Petition of Public Serv. Co. of N.H., 130 N.H. at 282, 539
A.2d at 273 (citation omitted). If it were true that RSA 374:3 precludes the PUC
from supervising all of a municipal utility's activities within town limits,
then RSA 38:10 could not apply when a town attempts to establish a new municipal
utility. Ashland's interpretation of the PUC's role thus clearly contradicts the
plain meaning of both RSA 38:3 and RSA 38:10, and is unpersuasive.

Finally, we have reviewed Ashland's remaining arguments, and find that they
are without merit and warrant no further discussion. See, e.g.,
Vogel v. Vogel, 137 N.H. 321, 322, 627 A.2d 595, 596 (1993).